SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRIENDLYWAY AG

(Last)

(First)

(Middle)

MUNCHENER STRAUSSE 12-16

MUNCHEN 2M 85774

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOFARM INC [ FDWY.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	02/02/2005		S		40,000	D	⁽²⁾	6,000,001⁽³⁾	D
Common stock	02/02/2005		S		70,000	D	⁽²⁾	5,930,001⁽³⁾	D
Common stock	02/07/2005		S		30,000	D	⁽²⁾	5,900,001⁽³⁾	D
Common stock	02/09/2005		S		20,000	D	⁽²⁾	5,880,001⁽³⁾	D
Common stock	02/10/2005		S		20,000	D	⁽²⁾	5,860,001⁽³⁾	D
Common stock	02/16/2005		S		35,000	D	⁽²⁾	5,825,001⁽³⁾	D
Common stock	02/18/2005		S		20,000	D	⁽²⁾	5,805,001⁽³⁾	D
Common stock	02/22/2005		S		90,000	D	⁽²⁾	5,715,001⁽³⁾	D
Common stock	02/28/2005		P		1,529,824	A	⁽¹⁾	7,244,825⁽³⁾	D
Common stock	03/15/2005		S		40,000	D	⁽²⁾	7,204,825⁽³⁾	D
Common stock	03/24/2005		S		55,000	D	⁽²⁾	7,149,825⁽³⁾	D
Common stock	03/30/2005		S		1,500,000	D	⁽²⁾	5,649,825⁽³⁾	D
Common stock	03/31/2005		S		20,000	D	⁽²⁾	5,629,825⁽³⁾	D
Common stock	04/07/2005		S		550,000	D	⁽²⁾	5,079,825⁽³⁾	D
Common stock	04/15/2005		S		280,000	D	⁽²⁾	4,799,825⁽³⁾	D
Common stock	04/18/2005		S		55,000	D	⁽²⁾	4,744,825⁽³⁾	D
Common stock	04/18/2005		S		55,000	D	⁽²⁾	4,689,825⁽³⁾	D
Common stock	04/18/2005		S		555,000	D	⁽²⁾	4,134,825⁽³⁾	D
Common stock	04/18/2005		S		140,000	D	⁽²⁾	3,994,825⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. See Remarks.

2. The price per share was Euro 0.18. On the relevant days during the period when these convertible loan instruments were issued the value in U.S. dollars of Euro 0.18 fluctuated within a range running from slightly above $0.23 to slightly below $0.24.

3. Despite the fact that the issuance of the Instruments has been treated herein as a disposition, the reporting person continues to share beneficial ownership of 3,250,000 shares within the meaning of Rule 13d-3, subject to the terms of the Instruments.

Remarks:

Received pursuant to the terms of a Settlement Agreement and Limited Release dated as of February 28, 2005 (the "Settlement Agreement") to settle three separate claims which the reporting person had asserted against Alex von Welczeck under a Stock Purchase Agreement with a value of approximately $651,500. The price per share was not less than the $0.40 per share closing trading price on the date of the Settlement Agreement. The claims arose from a provision that entitled the reporting person to 20% of the proceeds from any sale, transfer or assignment by Mr. von Welczeck of his holdings in friendlyway, Inc. Mr. von Welczeck received (a) $90,000 from the sale of friendlyway, Inc. shares to Karl-Heinz Johannsmeier; (b) a promissory note with a face value of $367,500 and an interest coupon of 6% per annum in connection with the redemption of friendlyway, Inc. common stock; and (c) the Biofarm, Inc. (now friendlyway Corporation) common stock he received pursuant to the Share Exchange Agreement dated August 13, 2004 as modified by the Closing Agreement dated December 10, 2004. The Share Exchange Agreement and the related Closing Agreement are attached as exhibits to the Issuer's Form 8-K filed December 16, 2004. 1,529,824 shares were transferred in settlement (or partial settlement, depending upon whether adjustment provisions of the Share Exchange Agreement come into effect in the future) of the reporting person's claims. The Settlement Agreement and the relevant sections of the Stock Purchase Agreement are attached as exhibits to the reporting person's Schedule 13D (Amendment No. 1) and are incorporated herein by reference.

	/s/ Klaus Trox	05/27/2005
	/s/ Andreas Stuetz	05/27/2005
	** Signature of Reporting Person	Date
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